8-K

As filed with the Securities and Exchange Commission on April 26, 2006

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 26, 2006

DSP GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-23006	94-2683643
(Commission File Number)	(I.R.S. Employer Identification No.)
3120 Scott Boulevard, Santa Clara, CA	95054
(Address of Principal Executive Offices)	(Zip Code)

408/986-4300

(Registrant’s Telephone Number, Including Area Code)

With a copy to:

Bruce Alan Mann, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 26, 2006, the Company announced its financial results for the quarter ended March 31, 2006. A copy of the press release, dated April 26, 2006, is attached and filed herewith as Exhibit 99.1. This information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

In addition to the disclosure of financial results for the quarter ended March 31, 2006 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release also included non-GAAP (pro forma) net income and diluted earnings per share (EPS) figures for the quarter ended March 31, 2006 that excluded the expenses associated with the application of Statement of Financial Accounting Standards (“SFAS”) 123R.

The Company believes that the pro forma presentation in the press release is useful to investors in analyzing the results for the quarter ended March 31, 2006 because the pro forma presentation excluded non-cash equity-based compensation expenses relating to SFAS 123R that management does not consider meaningful for purposes of analyzing the Company’s core operating results and making budget-planning decisions. In addition, the Company’s financial results for the first quarter of 2005 did not include non-cash equity-based compensation expenses; therefore the non-GAAP presentation facilitates comparison of operating results between comparative reporting periods. Further, the Company believes it is useful to investors to understand how the expenses associated with the application of SFAS 123(R) are reflected on its statements of income.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

d. Exhibits

Exhibit No.	Description
99.1	Press Release of DSP Group, Inc., dated April 26, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DSP GROUP, INC.
Date: April 26, 2006	By:	/s/ Moshe Zelnik
		Moshe Zelnik Vice President, Finance, Chief Financial Officer and Secretary

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EX-99.1

Exhibit 99.1

DSP Group, Inc. Reports First Quarter 2006 Earnings

Quarterly Revenues Increased 29% YoY

SANTA CLARA, Calif., Apr 26, 2006—DSP Group, Inc. (NASDAQ: DSPG), a worldwide leader in developing and providing chip-set solutions for residential wireless connectivity, announced today its results for the first quarter ended March 31, 2006.

First Quarter Results:

Revenues for the first quarter of 2006 were $51,952,000, an increase of 29% from revenues of $40,163,000 for the first quarter of 2005. Net income for the first quarter was $5,638,000, an increase of 13% from net income of $5,007,000 for the first quarter of 2005. Diluted earnings per share (EPS) for the first quarter of 2006 were $0.18, an increase of 6% from $0.17 for the first quarter of 2005.

Pro Forma Results:

Pro forma net income and diluted EPS for the first quarter of 2006, excluding the impact of equity-based compensation expense as required upon adoption of Statement of Financial Accounting Standards No. 123R, “Share Based Payment” (“SFAS 123(R)”), were $8,044,000 and $0.26, respectively, representing an increase of 61% and 53% from the first quarter of 2005, respectively.

Eli Ayalon, Chairman and CEO of DSP Group, stated: “The first quarter of 2006 was another strong quarter for DSP Group, our revenues increased by 29% as compared to 2005, and the overall financial results of the Company reflect the continued strength of our business. Moreover, strong demand for our products during the first quarter of 2006, coupled with encouraging

forecasts from our marketing channels, give us good visibility into the second quarter of 2006 and increase our confidence in the growth projections of the company for 2006.

The Company believes that the pro forma presentation of net income and diluted EPS presented in this press release is useful to investors in comparing results for the quarter ended March 31, 2006 to the same period during 2005, because results for the first quarter of 2005 did not include equity-based compensation expenses relating to SFAS 123(R). Further, the Company believes it is useful to investors to understand how the expenses associated with the application of SFAS 123(R) are reflected on its statements of income.

About DSP Group

DSP Group, Inc. is a fabless semiconductor company, offering advanced chip-set solutions for a variety of applications. DSP Group is a worldwide leader in the short-range wireless communication market, enabling home networking convergence for voice, video & data. By combining its in-house technologies of Digital Signal Processors (DSPs), portfolio of wireless communication protocols, including DECT, Bluetooth and Wi-Fi, most advanced Radio Frequency CMOS and SiGe, as well as VoIP ICs, DSP Group is a worldwide leader and a one-stop-shop for a wide range of applications. These applications include ISM band digital 900MHz, 2.4GHz and 5.8GHz telephony, European DECT (1.9GHz) telephony, Bluetooth systems for voice, data and video communication and deployment in residential, SOHO, SME, enterprise and automotive applications. DSP Group ICs provide solutions for MP3 players, VoIP Phones, Gateways, and Integrated Access Devices and are widely used in Digital Voice Recorders. More information about DSP Group is available at www.dspg.com.

This press release may contain statements that qualify as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995, including statements made by Mr. Ayalon about DSP Group’s good visibility into the second quarter of 2006 and increased confidence in the growth projections of the company for 2006. These forward-looking statements are based on current expectations and DSP Group assumes no obligation to update this information. In addition, the events described in these forward-looking statements may not actually arise. DSP Group’s actual results could differ materially from those described in this press release as a result of various factors, including slower than expected change in the nature of the home communications domain, unexpected delays in the introduction of new products, especially DECT products; failure to achieve broad market acceptance of existing and new products by existing and potential OEM customers; DSP Group’s inability to add new customers and develop and produce new products at competitive costs and in a timely manner; decline or fluctuations in gross margins and the effect on revenues and profitability; and general market demand for products that incorporate DSP Group’s technology in the market. These factors and other factors which may affect future operating results or DSP Group’s stock price are discussed under “RISK

FACTORS” in the Form 10-K for fiscal 2005 as well as other reports DSP Group has filed with the Securities and Exchange Commission and which are available on DSP Group’s Web site (www.dspg.com) under Investor Relations.

Earnings conference call

DSP Group has scheduled a conference call for 8:30 a.m. EDT today to discuss the financial results for the first quarter of 2006 and invites you to listen to a live broadcast over the Internet. The broadcast can be accessed by all interested parties through the Investor Relations section (investor message board) of DSP Group’s Web site at www.dspg.com or link to: http://ir.dspg.com./phoenix.zhtml?c=101665&p=irol-calendar

If you cannot join the call, please listen to the replay, which will be available for approximately two weeks after the call on DSP Group’s Web site or by calling the following numbers:

—US Dial-In # 1-888-286-8010 (passcode: 83495553)

—International Dial-In # 1-617-801-6888 (passcode: 83495553)

For more information, please contact Ofer Elyakim, Director of Investor Relations, DSP Group Inc. at (408) 986-4421; or e-mail: ofere@dsp.co.il.

DSP GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Three Months Ended March 31,
	2006		2005
	Unaudited		Unaudited
Product revenues and other	$	51,952	$	40,163
Cost of product revenues and other		30,355		22,244
Gross profit		21,597		17,919
Operating expenses:
Research and development		10,901		9,399
Sales and marketing		3,806		2,886
General and administrative		2,800		1,865
Total operating expenses		17,507		14,150
Operating income		4,090		3,769
Other income :
Interest and other income, net		3,109		2,272
Income before provision for income taxes		7,199		6,041
Provision for income taxes		1,561		1,034
Net income	$	5,638	$	5,007
Net earnings per share:
Basic	$	0.19	$	0.18
Diluted	$	0.18	$	0.17
Weighted average number of shares of Common Stock used in the computation of:
Basic		29,477		28,113
Diluted		30,784		29,606

DSP GROUP, INC.

CONSOLIDATED PRO FORMA STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Three Months Ended March 31,
	2006		2005
	Unaudited		Unaudited
Product revenues and other	$	51,952	$	40,163
Cost of product revenues and other		30,277		22,244
Gross profit		21,675		17,919
Operating expenses:
Research and development		9,679		9,399
Sales and marketing		3,538		2,886
General and administrative		1,875		1,865
Total operating expenses		15,092		14,150
Operating income		6,583		3,769
Other income :
Interest and other income, net		3,109		2,272
Income before provision for income taxes		9,692		6,041
Provision for income taxes		1,648		1,034
Net income	$	8,044	$	5,007
Net earnings per share:
Basic	$	0.27	$	0.18
Diluted	$	0.26	$	0.17
Weighted average number of shares of Common Stock used in the computation of:
Basic		29,477		28,113
Diluted		30,784		29,606

The above pro forma consolidated statements of income have been adjusted to exclude the

following to US GAAP reported net income:

	Three Months Ended March 31,
	2006			2005
	Unaudited			Unaudited
Reported net income per US GAAP	$	5,638		$	5,007
Adjustments:
Equity based compensation expense included in cost of product revenues and other		78			—
Equity based compensation expense included in research and development		1,222			—
Equity based compensation expense included in sales and marketing		268			—
Equity based compensation expense included in general and administrative		925			—
Tax benefit resulting from equity based compensation		(87	)		—
Pro forma net income	$	8,044		$	5,007

DSP GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	March 31, 2006			December 31, 2005
	(Unaudited)			(Audited)
Assets
Current assets:
Cash and cash equivalents	$	67,443		$	50,460
Marketable securities and cash deposits		131,129			108,928
Trade receivables, net		22,197			16,991
Inventories		15,869			12,686
Other accounts receivable		3,294			1,617
Deferred income taxes		1,313			1,227
Total current assets		241,245			191,909
Property and equipment, net		11,263			11,704
Long term marketable securities		176,281			185,828
Severance pay fund		4,670			4,419
Deferred income taxes		1,638			1,638
Other assets		4,220			4,507
Total assets	$	439,317		$	400,005
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	19,639		$	12,753
Other current liabilities		28,654			33,411
Total current liabilities		48,293			46,164
Accrued severance pay		4,863			4,707
Stockholders’ equity:
Common Stock		30			29
Additional paid-in capital		205,122			188,539
Accumulated other comprehensive income (loss)		(9	)		45
Retained earnings		181,018			179,968
Less – Cost of treasury stock		—			(19,447	)
Total stockholders’ equity		386,161			349,134
Total liabilities and stockholders’ equity	$	439,317		$	400,005